AACI SEC filings, in plain English
Everything Armada Acquisition III has filed with the SEC that we hold — 28 filings, newest first, 26 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: A Form 10-Q quarterly report filed by Armada Acquisition Corp. III for the fiscal quarter ended June 30, 2026. The Company reports that the Trust Account balance stands at $251,572,228 as of June 30, 2026, which management states equals $10.12 per public share across 24,850,000 Class A ordinary shares subject to possible redemption. The sponsor, Armada Sponsor III LLC, holds 8,252,834 Class B ordinary shares after the underwriters partially exercised their over-allotment option on February 19, 2026, triggering the forfeiture of 345,083 founder shares. Management confirms the Completion Window remains 18 months from the IPO closing date of February 19, 2026. During the period, the company deployed $248,499,765 to purchase $252,863,000 in aggregate principal amount of U.S. Treasury securities maturing on August 20, 2026. Outstanding derivative instruments include 12,425,000 public warrants and 336,000 private placement warrants, each carrying a $11.50 exercise price. The sponsor receives $19,000 monthly for administrative services, with $47,500 accrued but unpaid as of June 30, 2026. Operating liquidity consists of $708,174 in unrestricted cash and $540,753 in working capital. Why it matters: Management asserts that the Company believes it has sufficient funds to finance its working capital needs within the remaining Completion Window, but discloses that actual acquisition costs could exceed projections or that large-scale shareholder redemptions would force the company to seek additional financing or issue debt. The trust value accreting to $10.12 per share raises the baseline redemption price for public investors relative to the initial offering proceeds. The permanent resolution of the founder share forfeiture contingency cements the sponsor's equity contribution post-IPO, while the ongoing accrual of $47,500 in deferred administrative fees highlights the recurring cost load during the search phase. Management states that no definitive acquisition target has been secured, limiting operational activity to organizational maintenance and sector-focused outreach in FinTech, SaaS, and artificial intelligence. The Company also certified that no subsequent events required adjustment through the filing date of August 12, 2026.
What changed vs 2026-05-08trust $249.3M → $251.6M +1%trust account1 moved
- Trust account
- $249.3M$251.6M
SpacBrain reads this as $2,275,334 was added to the trust between the two filings.
The clause “868,700 4,347 Prepaid insurance long term 52,328 Cash and marketable securities held in Trust Account 251,572,228 Deferred offering costs 327,664 Total Assets $ 252,493,256 $ 332,011 Liabilities, Class A Ordinary Shares Subject to”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Schedule 13G beneficial ownership report. Aristeia Capital, L.L.C. filed a Schedule 13G to disclose its beneficial ownership stake in AACI. The filing excerpt does not update or amend redemption deadlines, trust account valuations, extension provisions, business combination milestones, or sponsor conduct. Why it matters: Identified by the registrant as a routine compliance exhibit, this submission solely tracks institutional shareholding. Aristeia Capital, L.L.C. makes no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Consequently, the filing provides no new operational or transactional data to affect investor calculus on redemption rights, trust preservation, or target development during the SEARCHING phase.
What changed: Joint Filing Agreement (Exhibit 99.1) accompanying a Schedule 13G beneficial ownership report pursuant to Rule 13d-1(k). The excerpt contains only the signature blocks and standard liability acknowledgments for a joint filing by Adage Capital Management, L.P., Robert Atchinson, and Phillip Gross dated May 13, 2026. It discloses no share counts, acquisition prices, total consideration, or change in ownership percentage. Accordingly, it reports zero movement regarding the SPAC’s searching status, trust per-share value, merger deadline, extension triggers, target negotiation progress, or sponsor governance. Why it matters: By executing this agreement, the three holders acknowledge shared responsibility for the completeness and accuracy of their respective portions of this statement and all future amendments, relieving each other of liability for the others’ disclosures beyond what they know or have reason to believe is inaccurate. For investors tracking redemption mechanics and trust preservation, the document confirms institutional monitoring but offers no data on block purchases, tender participation, or voting intent that would pressure the trust floor or accelerate the timeline. Without a disclosed acquisition amount or percentage in this page, the filing remains administrative rather than operational.
What changed: Schedule 13G — beneficial ownership report. Per the filing, Armada Sponsor III LLC, Stephen P. Herbert, and Douglas M. Lurio are identified as reporting persons. The provided excerpt contains no share counts, percentage thresholds, acquisition dates, or stated investment purposes. Accordingly, there is no change to the 2027-08-19 redemption deadline, the $10.12 trust/share balance, extension procedures, target deal progress, or sponsor conduct beyond the baseline confirmation that these insiders remain registered obligors as of the 2026-05-13 submission date. Why it matters: Because the SEC document lists only entity and individual names without quantitative holdings or transaction context, it operates as a routine compliance exhibit rather than a signal of sponsor accumulation, distribution, or merger advancement. For investors tracking the SEARCHING phase, this affirms the sponsor group maintains formal reporting continuity, but the absence of share-level data or purpose statements means it does not trigger redemption window adjustments, influence trust distribution math at $10.12, or indicate impending business combination milestones. The filing makes no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel beyond identifying the reporting holders.
What changed: 10-Q. Filed on May 8, 2026, this first post-IPO quarterly report covers the period ended March 31, 2026. The trust account balance grew to $249,296,894 (~$10.03 per public share) following the February 19, 2026 IPO, reflecting accrued interest on U.S. Treasury holdings. The company reports no specific Business Combination target has been identified and continues its search within the FinTech, SaaS, and AI sectors. To preserve operating runway, the sponsor has voluntarily deferred its $19,000 monthly administration fees. The statutory 18-month completion window remains active, with the liquidation deadline arriving approximately August 19, 2027. Why it matters: The trust value exceeding $10.03 per share confirms interest accretion is preserving the baseline redemption floor, protecting shareholders against dilution if they exit before a deal. The sponsor's fee deferral demonstrates management's effort to extend the operational runway toward the acquisition deadline without immediately triggering an extension vote. However, investors remain on a firm 18-month clock, as the charter mandates dissolution and pro rata trust distribution if no Business Combination occurs by the deadline.
What changed: Form 10-K Annual Report. This filing confirms the consummation of Armada Acquisition Corp. III's (AACI) initial public offering on February 19, 2026, raising $248.5 million from public sales and $6.72 million in private placements. Approximately $248.5 million ($10.00 per public share) was deposited into a U.S.-based trust account managed by Continental Stock Transfer & Trust Company. The underwriters partially exercised their over-allotment option for 2,350,000 units, resulting in the forfeiture of 1,025,000 units and reducing the sponsor's net founder shareholdings to 8,252,834. Why it matters: Investors receive definitive confirmation of the post-offering capital stack, trust funding levels, and the adjusted founder dilution profile following partial over-allotment forfeiture. The filing locks in the hard redemption deadline, providing the exact timeframe within which shareholders must decide whether to await a business combination vote or exercise redemption rights.
What changed: A Form 3 initial statement of beneficial ownership, classified by the Securities and Exchange Commission as an insider ownership report. This filing states that director and reporting person Stephen P Herbert holds 400,000 shares indirectly, with the remarks section explicitly identifying him as a 10 percent owner. The document records zero acquisitions or dispositions, meaning the SPAC’s redemption calendar, trust value of $10.12 per share, and conversion deadline of August 19, 2027 remain structurally unchanged. It contains no operational metrics, customer claims, revenue figures, market size estimates, strategic directives, technology disclosures, partnership announcements, personnel changes, or litigation references; all numerical data and identifiers originate directly from the submission without calculation or rounding. Why it matters: Tracking director-level capital placement during Armada Acquisition Corp. III’s extended search phase informs investors about sponsor alignment ahead of the August 19, 2027 window. By confirming Stephen P Herbert’s indirect position of 400,000 shares on the March 17, 2026 filing date, the report establishes a verified baseline for future Section 16 transaction monitoring. While this static disclosure does not adjust the $10.12 trust environment or alter redemption mechanics, it provides a transparent reference point for assessing whether insider behavior signals confidence or hesitation as the company approaches its extension horizon.
What changed: Form 4 — insider ownership report. Stephen P. Herbert, director and 10% owner, reported zero non-derivative transactions and zero change in beneficial ownership. No acquisitions, dispositions, derivative exercises, or share movements occurred. Consequently, no mechanical variables governing Armada Acquisition III’s trust account, extension clock, or shareholder redemption parameters were altered. Why it matters: For investors monitoring the firm’s redemption deadline of 2027-08-19, current trust/share of $10.12, SEARCHING status, and sponsor conduct, this routine compliance exhibit signals no shift in capital structure or acquisition timeline. Static insider positions provide no independent indicator of deal momentum, sponsorship commitment, or management succession plans. The document contains no substantive claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel beyond the reporting party’s stated title and ownership bracket.
What changed: A Form 8-K Current Report and attached press release announcing the post-IPO commencement of separate trading for Class A ordinary shares and warrants. The filing establishes that separate trading for the decoupled securities begins March 27, 2026. It reiterates that the company consummated its initial public offering on February 23, 2026, selling 24,850,000 units at $10.00 per unit, which generated gross proceeds of $248,500,000 before underwriting discounts and commissions and offering expenses. The press release specifies that each whole warrant grants the right to purchase one ordinary share at an exercise price of $11.50, confirms that no fractional warrants will be issued upon separation, and directs holders to instruct brokers to contact Continental Stock Transfer & Trust Company to effect splits. Chief Executive Officer Stephen P. Herbert signed the report. Why it matters: This is a routine administrative and liquidity notice that leaves the redemption calendar, trust account mechanics, combination deadline, and sponsor conduct untouched. It does not disclose merger negotiations, target pipelines, or trust distributions. For investors tracking capital structure and dilution, the mechanically decoupled warrants introduce a fixed $11.50 strike price into the pro forma equation, establishing the exact equity expansion multiplier any future business combination must absorb. The stated sector parameters—financial services (‘FinTech’), Software-as-a-Service (‘SaaS’), or generative artificial intelligence (‘AI’)—represent management’s first declared strategic directive, replacing open-ended blank-check search language with targeted allocation criteria. Liquidity improves after March 27, 2026 as brokers facilitate splits, creating independent capital markets for shares and warrants while typically pressuring standalone ordinary share valuations relative to the composite unit.
What changed: FORM 3 — insider ownership report. This document is a routine compliance exhibit, specifically a FORM 3 — insider ownership report filed with the U.S. Securities and Exchange Commission. As disclosed by reporting person and director Thomas A. Decker for Armada Acquisition Corp. III, the filing states “No non-derivative transactions or holdings reported.” Consequently, no insider equity positions adjusted, and the document contains no data altering the trust account composition, shareholder redemption mechanics, extension voting parameters, or business combination timeline. The filing contains no additional substantive assertions regarding customer relationships, revenue streams, market sizing, strategic direction, technology development, partnership structures, litigation posture, or executive personnel changes. Why it matters: For investors tracking AACI while SEARCHING, the explicit certification of zero non-derivative activity establishes a verified baseline for board-level capital behavior. Although the publication does not move the trust valuation or accelerate the stated deadline, the recorded absence of transactions eliminates ambiguity around silent share accumulation or disposition by a director. In SPAC capital structure oversight, such clean confirmations allow portfolio managers to model redemption pressure and liquidity conditions without pricing in undisclosed insider shifts that could otherwise affect sponsor alignment, dilution trajectories, or cash reserve sustainability heading into conversion events.
What changed: A Form 3 insider ownership report. The filing reports that director and 10% owner Douglas M. Lurio holds 400,000 shares indirectly. It contains no language, amendments, or disclosures affecting redemption deadlines, trust account maintenance, extension voting mechanisms, target search progress, or sponsor conduct protocols. Why it matters: The report provides a regulatory baseline of director-level beneficial ownership, which tracked investors monitor to evaluate insider alignment with public shareholders prior to any announced business combination. The filing itself attributes the 400,000-share indirect position to Lurio. Because the submission is a routine compliance snapshot rather than a substantive corporate action, it does not alter the stated 2027-08-19 redemption deadline, the reported $10.12 per-share trust balance, or the SEARCHING status. Without accompanying merger agreements, trust indenture amendments, or extension proxy materials, the filing leaves all shareholder mechanics, capital deployment timelines, and sponsor accountability triggers unchanged.
What changed: SEC Form 4 insider ownership report filed by Armada Acquisition Corp. III. Director and 10% owner Douglas M. Lurio disclosed zero non-derivative transactions or holdings changes. Because the filing records no insider share movement, the noted redemption deadline of 2027-08-19 proceeds unaffected, the noted $10.12 per-share trust value encounters no insider-driven liquidity pressure, and no extension triggers or acquisition-phase developments are registered by this submission. Why it matters: For investors tracking a SEARCHING-period SPAC, the submission confirms routine regulatory compliance without signaling a shift in sponsor or director positioning ahead of the noted August 2027 redemption horizon. The absence of reported accumulation or distribution indicates stable insider posture, leaving redemption mechanics, trust-value stability, and the extension timeline entirely unaltered by this record. No claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or additional personnel actions appear in the text; the sole substantive disclosure is the zero-transaction report attributed to Lurio.
What changed: A Form 8-K Current Report confirming the consummation of Armada Acquisition Corp. III’s initial public offering and concurrent private placement, accompanied by an audited balance sheet and comprehensive notes to financial statements as of February 19, 2026. The Company reports closing its initial public offering of 24,850,000 units at $10.00 per unit on February 19, 2026, generating $248,500,000 in gross proceeds, with $248,500,000 deposited into a U.S.-based trust account administered by Continental Stock Transfer & Trust Company. Footnotes disclose that on February 20, 2026, the Company invested substantially all trust proceeds into six-month U.S. Treasury bills with an aggregate principal amount of $252,863,000 maturing on August 20, 2026, purchased at a price of $248,499,765. Management establishes an 18-month completion window from the February 19, 2026 closing date to execute an initial business combination; failure to meet this deadline triggers mandatory redemption of public shares for a pro rata portion of the trust account, net of taxes payable and up to $100,000 for dissolution expenses. The underwriters partially exercised their over-allotment option for 2,350,000 units, causing the sponsor to forfeit 345,083 Class B ordinary shares, leaving Armada Sponsor III LLC holding 8,252,834 founder shares. The Company notes that deferred underwriting commissions totaling $9,940,000 remain payable exclusively upon business combination completion and are calculated based on the percentage of trust funds remaining after shareholder redemptions. Why it matters: These disclosures lock in the capitalization framework, fee obligations, and strategic boundaries governing shareholder returns and sponsor behavior. According to Management’s description in Note 1, the Company’s acquisition search will target entities providing FinTech, Software-as-a-Service, or artificial intelligence services, with any definitive agreement requiring a target to hold a fair market value of at least 80% of the trust balance (excluding deferred underwriting commissions and taxes on interest). Sponsor conduct and alignment mechanisms are detailed through a $19,000 monthly administrative fee to Armada Sponsor III LLC starting February 17, 2026, and potential working capital loans up to $1,500,000 that are convertible into private placement units at $10.00 per unit at the lender’s discretion. Director compensation terms recorded in Footnote 4 show that three directors received 255,000 founder shares valued at $490,306 via independent Monte Carlo simulation, with vesting scheduled across six quarterly installments through the 18-month IPO anniversary and immediate acceleration upon business combination closure. Armada Sponsor III LLC simultaneously allocated membership interests representing approximately 2.2 million founder shares to non-managing institutional investors who bought 275,000 private placement units, a transfer the Company values at $3,513,866. Service provider arrangements include a consultant entitled to a 2.0% fee of the aggregate consideration plus up to $50,000 in reimbursable expenses, and a contract with Bishop IR for investor relations extending through February 7, 2027, carrying an $8,500 monthly fee and a $100,000 success fee, both payable solely upon a completed business combination. These structural commitments fix the baseline economics, tie sponsor and director retention to an extended operational timeline, and establish the contractual outflows that will directly reduce available trust liquidity upon merger execution.
What changed: Routine compliance exhibit — Joint Filing Agreement (Exhibit A) to a Schedule 13G beneficial ownership report. The filing executes a joint reporting arrangement under Rule 13d-1(k) for the Securities Exchange Act of 1934, consolidating disclosure obligations for Armada Acquisition Corp. III shares across four designated reporting parties: Linden Capital L.P., Linden GP LLC, Linden Advisors LP, and Siu Min Wong. Saul Ahn signs as authorized representative and attorney-in-fact for all entities, invoking a Power of Attorney dated June 10, 2019 referenced in a June 19, 2019 Haymaker Acquisition Corp II filing. Why it matters: This document is a procedural compliance attachment that does not alter the SPAC’s redemption deadline, trust value, extension mechanism, business combination timeline, or sponsor conduct. It affects mechanics solely by streamlining how the Linden syndicate will submit future beneficial ownership amendments, confirming continuous regulatory oversight of their equity position rather than signaling merger progress, shareholder redemption activity, or changes to trustee arrangements. The filing contains no commercial, operational, or strategic assertions; it makes zero claims regarding customers, revenue, market size, technology, partnerships, litigation, or personnel. As a standardized administrative instrument, it provides no insight into deal pipeline development, valuation benchmarks, or shareholder exit parameters beyond confirming ongoing statutory monitoring.
What changed: Form 8-K Current Report announcing the effectiveness and closing of Armada Acquisition Corp. III’s initial public offering, the execution of definitive agreements governing the underwriting, private placement, trust administration, and warrants, the appointment of independent directors, and the adoption of amended corporate documents. According to the Company’s February 23, 2026 filing, the IPO formally closed on February 19, 2026, with the sale of 24,850,000 units at $10.00 per unit generating gross proceeds of $248,500,000. The Underwriting Agreement states that the Company concurrently completed a private placement of 672,000 units to the Sponsor and representative underwriters for $6,720,000. Both pools of capital were deposited into a U.S.-based trust account administered by Continental Stock Transfer & Trust Company. The filing discloses that up to $9,940,000 is designated as a deferred underwriting commission payable exclusively upon consummation of a business combination, with explicit forfeiture provisions allocating those funds back to public shareholders upon liquidation. The Articles of Association codify an 18-month completion window commencing February 19, 2026, triggering automatic redemption mechanics upon expiration without shareholder approval. The Company appointed Mohammad A. Kahn, Thomas A. Decker, and Celso L. White as independent directors, transferring 85,000 Class B ordinary shares to each director subject to quarterly vesting schedules tied to board tenure and a business combination. The Administrative Services Agreement legally obligates the Company to remit $19,000 monthly to the Sponsor until the earlier of a business combination or liquidation. Public warrants carry a $11.50 exercise price and are contractually prohibited from separate trading until the 52nd day following the prospectus date. Why it matters: This filing officially activates the 18-month operational timeline disclosed in the prospectus, establishing February 19, 2028 as the absolute redemption deadline absent a shareholder-approved extension, which directly dictates when trust principal becomes distributable. The $248,500,000 trust balance anchors the maximum per-share redemption value, while the $9,940,000 deferred underwriting fee structurally reduces the capital pool available to public shareholders upon a successful merger. Director equity allocations and the $19,000 monthly administrative fee demonstrate sponsor conduct and governance alignment, embedding economic incentives contingent on completing a deal within the statutory window. Management explicitly stated in the February 19, 2026 press release that the company intends to focus acquisition efforts on financial services (FinTech), Software-as-a-Service (SaaS), or generative artificial intelligence (AI) industries, establishing the strategic parameters for all future due diligence. As Section 2.16 of the Underwriting Agreement confirms, no substantive discussions with a target business have commenced, rendering trust preservation, fee deferral terms, and director independence provisions the sole near-term benchmarks for shareholder evaluation.
What changed: A Form 4 insider ownership report filed by Armada Sponsor III LLC, which identifies itself as a 10% owner of Armada Acquisition Corp. III and explicitly states that it reported no non-derivative transactions or holdings. According to the filing, the sponsor recorded zero equity movements. There is no alteration to the redemption deadline of 2027-08-19, the SEARCHING designation, the documented trust value of $10.12 per share, or the sponsor’s existing 10% ownership stake. Why it matters: As reported by Armada Sponsor III LLC, the routine disclosure confirms regulatory compliance without indicating a shift in sponsorship positioning or capital deployment. For investors tracking the pre-de-SPAC timeline, the absence of reported sales preserves the full $10.12 trust balance, maintains the 2027-08-19 expiration window, and signals that the sponsor has not engaged in secondary market activity that could precede an extension vote or target acquisition announcement. The filing contains no claims regarding customers, revenue, market size, technology, partnerships, or litigation.
What changed: A Form 3 initial statement of beneficial ownership, filed as a routine compliance exhibit and insider ownership report. According to the Form 3 filing, director Celso L. White reported no non-derivative transactions or holdings in Armada Acquisition Corp. III. The filing makes no adjustments to sponsor share counts, trust-per-share valuations, redemption eligibility, or business combination progress. Why it matters: This routine compliance document contains no statements regarding target customers, revenue streams, market size, technology, partnerships, litigation, or management strategy. The explicit disclosure that zero transactions or holdings were reported indicates no near-term insider buying or selling that might otherwise signal confidence or liquidity needs ahead of the 2027-08-19 deadline. Because the filing addresses only executive reporting obligations under Section 16, it carries no independent weight on the $10.12 trust floor, extension negotiations, or redemption calculus, and does not advance the search for a business combination.
What changed: A routine compliance exhibit (Form 3 insider ownership report). The filing states that Armada Sponsor III LLC, identified as a 10% owner, holds 400,000 shares directly. It leaves the $10.12 trust per share, the 2027-08-19 deadline, and the SEARCHING status unchanged, with no disclosures on redemptions, extensions, deal progress, or sponsor conduct. Why it matters: Investors tracking redemption mechanics, trust value, extension timelines, target acquisition velocity, or sponsor behavior receive no new parameters from this static holding disclosure. The document contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel, so it does not warrant allocation shifts until substantive merger materials are filed.
What changed: SEC Form 3 insider ownership report. The submission records the initial allotment of exempt common equity to director Khan Mohammad Anwar upon the SPAC’s incorporation and offering, with the reporting person explicitly noting zero non-derivative transactions or additional holdings as of the report date. Why it matters: This baseline snapshot verifies standard prompter-share distribution rather than active insider purchasing or selling, leaving the existing redemption calendar, trust composition, and ongoing business combination search unaffected. The filing contains no executive commentary, customer data, revenue projections, market sizing, technology descriptions, partnership announcements, or litigation matters; it functions strictly as a regulatory ownership ledger prior to any acquisition-driven trading.
What changed: A prospectus (filed pursuant to Rule 424(b)(4)) registering the initial public offering of 22,500,000 units at $10.00 per unit by Armada Acquisition Corp. III, a newly organized Cayman Islands exempted blank check company. This filing establishes the IPO economic and structural framework for a SPAC in the searching phase. The prospectus sets the public offering price at $10.00 per unit, offering 22,500,000 units with a 3,375,000-unit over-allotment option. Why it matters: The absence of a minimum net tangible asset floor alters redemption dynamics by removing a structural cash-retention mechanism, allowing public shareholders to withdraw pro-rata trust balances regardless of post-transaction liquidity needs. The 18-month deadline, coupled with discretionary extension rights and mandatory 100% redemption upon expiration, compresses management’s target evaluation timeline and intensifies pressure to consummate.
What changed: A routine compliance exhibit—specifically, a Form 8-A filing for the registration of certain classes of securities (Units, Class A ordinary shares, and redeemable warrants) pursuant to Section 12(b) of the Securities Exchange Act of 1934 for quotation on The Nasdaq Stock Market LLC. The registrant formally added Class A ordinary shares and whole redeemable warrants, each exercisable for one Class A ordinary share at an exercise price of $11.50, to the Nasdaq listing registry. Why it matters: As documented by Armada Acquisition Corp. III and executed by Chief Executive Officer Stephen P. Herbert on February 17, 2026, this submission solely incorporates by reference the security descriptions from the original Form S-1 registration statement filed October 22, 2025. The filing contains no substantive business or financial disclosures: it asserts nothing regarding customer agreements, revenue streams, market sizing, corporate strategy, proprietary technology, commercial partnerships, active litigation, or executive appointments or departures.
What changed: Amendment No. 4 to Form S-1 Registration Statement under the Securities Act of 1933 for Armada Acquisition Corp. III, containing a preliminary prospectus update and amended corporate governance exhibits. This amendment reflects subsequent events through February 12, 2026, including drawing $141,000 against a $300,000 promissory note for working capital, adjusting the private placement unit allocation by reducing the Sponsor’s commitment by 25,000 units to 400,000 total and increasing the representatives’ commitment by 33,750 units to 292,500 if the over-allotment is exercised in full, transferring 255,000 founder shares to three independent directors (85,000 each) subject to quarterly vesting, and changing the fiscal year-end to December 31. According to the prospectus, the completion window remains 18 months from closing, extendable by shareholder vote to a stated maximum of 36 months. The filing reiterates that $10.00 per public share is initially anticipated to be deposited in the trust account, totaling $225,000,000 across 22,500,000 public shares. Redemption mechanics allow public shareholders to redeem for their pro rata trust portion, but restrict any single shareholder group to a 20% maximum if redemptions occur via proxy vote rather than tender offer. Deal progress remains at zero pre-selection targets, with the Company stating that efforts are limited to organizational activities and offering-related work. Sponsor conduct terms include $19,000 monthly administrative payments, reimbursement for out-of-pocket diligence expenses, and waivers of liquidation distributions on founder and private placement shares. Additionally, the Company engaged a consultant entitled to a 2.0% transaction fee payable upon closing and up to $50,000 in reimbursable out-of-pocket costs. Why it matters: According to the prospectus, the Sponsor and officers paid $25,000 ($0.00282 per share) for 8,852,917 Class B ordinary shares, establishing anti-dilution conversion rights designed to yield 25% of the post-offering capitalization regardless of public redemptions. Management acknowledges that nominal founder share pricing creates an economic incentive to complete a combination even if unprofitable for public investors, particularly as auditors CBIZ CPAs P.C. cited going concern uncertainty stemming from a September 30, 2025 working capital deficiency of $20,192 and a reliance on only $1,087,500 in non-trust cash to cover roughly $542,000 in annualized administrative and professional expenditures. The 18-month deadline compresses due diligence timelines, while the 20% redemption cap limits minority shareholder leverage during proxy approvals. Independent directors’ deferred vesting aligns their personal capital recovery with successful de-SPAC execution, though the filing warns that existing fiduciary duties to affiliated entities and potential parallel SPAC involvement create documented conflicts. Strategic positioning focuses on FinTech, SaaS, and AI sectors, citing projected global market sizes of $340 billion (FinTech), $1,229 billion (AI), and growth trajectories supported by McKinsey and Fortune Business Insights estimates, though the Company explicitly states it holds no operating history, revenue, or binding acquisition discussions as of the filing date.
What changed: Amendment No. 3 to Form S-1 Registration Statement under the Securities Act of 1933 containing a Preliminary Prospectus and affiliated transaction exhibits (underwriting agreement, amended and restated memorandum and articles of association, warrant agreement, insider letter agreement, private placement subscription agreements, registration rights agreement, and securities assignment agreement) for the initial public offering of 22,500,000 units by Armada Acquisition Corp. III. This S-1/A amendment structures the mechanics for a SPAC IPO where the trust account is initially anticipated to hold $10.00 per public share ($225,000,000 total), potentially reaching $258,750,000 if the underwriters' 45-day over-allotment option for 3,375,000 additional units is fully exercised. The prospectus and charter define an 18-month completion window from closing to execute an initial business combination, which may be extended by shareholder vote triggering mandatory redemption rights, though management does not expect extensions beyond 36 months. Public shareholders retain redemption rights to exchange shares for pro-rata trust distributions, subject to a 20% concentration cap when voting on a transaction. According to the filing, Armada Sponsor III LLC purchased 8,852,917 founder shares for $25,000 ($0.00282 per share) and committed to acquiring 400,000 private placement units for $4,000,000. The Sponsor charges $19,000 monthly for office and administrative support, retains the right to lend up to $300,000 for organization costs, and may advance up to $1,500,000 in working capital loans convertible at $10.00 per unit. Founder shares carry anti-dilution protections guaranteeing a 25% post-offering ownership stake, with forfeiture provisions applied if the over-allotment is partially or wholly unexercised. The Sponsor provides indemnification to fund third-party claims that would otherwise drain the trust below $10.00 per share. Regarding deal progress, the prospectus states the company has not selected a target and has conducted no substantive discussions, though management and independent directors indicate a targeting strategy focused on FinTech, SaaS, and AI sectors, citing past involvement in Armada Acquisition Corp. I's merger with Rezolve AI Limited and Armada Acquisition Corp. II's security sale to Arrington XRP Capital Fund. Why it matters: The filing establishes the entire economic and governance framework for public investors absent any operating assets or target valuation. The structural incentives dictate that the Sponsor and directors can realize substantial profits from the nominal $0.00282 foundational entry point through the 25% weighted conversion mechanism and private placement holdings, creating inherent dilution that persists regardless of post-business combination trading performance. The fixed $19,000 monthly administrative draw, combined with projected roadshow, legal, and accounting expenditures funded from the approximately $1,087,500 non-trust capital pool, establishes a predictable cash burn trajectory that compresses the effective runway toward the 18-month deadline. The 20% shareholder redemption threshold mechanically neutralizes coordinated liquidity blockades but simultaneously limits minority holders' ability to extract full trust equity during a vote. Ultimately, the investment thesis rests entirely on the interplay between the guaranteed trust liquidity floor, the dilutive capital stack mechanics outlined in the charter, and the historical execution capacity claimed by management for technology-sector combinations, rather than any present asset or revenue profile.
What changed: Amendment No. 2 to Form S-1 Registration Statement / Preliminary Prospectus. Updates the registration statement to reflect prospectus terms ahead of the intended IPO, including revised balance sheet data as of September 30, 2025, subsequent event disclosures regarding a $136,000 advance from the sponsor promissory note and assignment of 255,000 founder shares to independent directors, and refreshed dilution/redemption analyses. Why it matters: Details the $225,000,000 offering mechanics (22,500,000 units at $10.00), highlighting immediate dilution from 8,852,917 founder shares purchased for $25,000 ($0.00282 per share) and anti-dilution conversion provisions maintaining 25% sponsor equity. Establishes a 24-month business combination deadline with extension voting and cash redemption rights calculated from the trust account (initially anticipated to hold $10.00 per public share plus interest). Outlines sponsor compensation: $19,000 monthly administrative fee, up to $300,000 organizational loan repayment, and up to $1,500,000 working capital loans convertible at $10.00 per unit. Strategy targets FinTech, SaaS, and AI sectors, with management citing Fortune Business Insights projecting market sizes reaching $1,152 billion (FinTech, 16.5% CAGR), $1,229 billion (SaaS, 18.4% CAGR), and $2,740 billion (AI, 20.4% CAGR) by 2032, alongside McKinsey stating fintech revenue growth will outpace traditional banking three-fold through 2028. Personnel disclosures note the executive team's prior track record: Armada I merged with Rezolve AI Limited (trading at $2.36 per share as of February 4, 2026) in August 2024; Armada II transferred interests to Arrington XRP Capital Fund, LP for $6,600,000 on August 28, 2025.
What changed: A Form S-1/A (Amendment No. 1) to a Registration Statement under the Securities Act of 1933, serving as a preliminary prospectus for the proposed initial public offering of up to 22,500,000 units by Armada Acquisition Corp. III. This amendment finalizes registration details by incorporating audited financial statements through September 30, 2025, and appending subsequent event disclosures executed on January 27, 2026, including a $136,000 advance drawn on a related-party promissory note and a December 15, 2025 assignment of Class B ordinary shares to three independent directors subject to multi-year vesting schedules. The filing reaffirms core de-SPAC mechanics: a 24-month completion window from closing that may be extended via shareholder approval accompanied by concurrent redemption rights; a trust account initially anticipated to hold $10.00 per public share with up to $225,000,000 deposited ($258,750,000 if the over-allotment option is fully exercised); and a restriction preventing any public shareholder or affiliated group from redeeming more than an aggregate of 20% of the offered shares without prior consent. Sponsor conduct parameters remain consistent, with Armada Sponsor III LLC committing to purchase 425,000 private placement units for $4,250,000, while certain non-managing institutional investors have expressed interest in acquiring 300,000 private placement units indirectly, reflecting interests in approximately 2.4 million founder shares. The underwriters, Cohen Company Capital Markets and Northland Securities, Inc., are structured to receive $0.20 upfront and up to $0.40 per unit in deferred compensation ($9,000,000 aggregate) contingent on business combination completion. Why it matters: The defined mechanics establish the redemption floor and dilution parameters for public capital, particularly given the sponsor’s nominal $0.00282 per share acquisition cost for founder shares and anti-dilution provisions that mathematically preserve a 25% post-offering ownership block. The 20% redemption limitation curtails activist tender strategies but consolidates voting control with the sponsor and directors until a transaction closes. On substantive grounds, the prospectus outlines a targeting strategy focused on FinTech, Software-as-a-Service, and Artificial Intelligence sectors, attributing global market valuations of $295 billion for fintech in 2023 projected to $1,152 billion by 2032, and similar expansive forecasts for SaaS and AI to Fortune Business Insights. Management disclosures cite prior operational history, including the successful merger of Armada Acquisition Corp. I with Rezolve AI Limited and the August 28, 2025 sale of Armada Acquisition Corp. II assets for $6,600,000. Material cost structures include a recurring $19,000 monthly administrative payment to the sponsor, reimbursement of out-of-pocket expenses, and available working capital loans up to $1,500,000 convertible into private units, all of which create aligned but potentially conflicting incentives regarding deal timing, valuation tolerance, and sponsor liquidity relative to the accelerating 24-month liquidation deadline.
What changed: This filing is an initial registration statement on Form S-1 and accompanying preliminary prospectus for the proposed initial public offering of Armada Acquisition Corp. III. As described in the filing, this is a registration statement and preliminary prospectus documenting a SPAC public offering. According to the prospectus, $225,000,000 (or $258,750,000 if the underwriters’ over-allotment option is exercised in full) will be deposited into a trust account held by Continental Stock Transfer & Trust Company, initially set at $10.00 per public share. The prospectus states the company operates under a 24-month completion window from IPO closing to consummate an initial business combination, which may be extended via shareholder vote up to a maximum of 36 months; public shareholders retain redemption rights on extension votes and upon liquidation, receiving cash equal to the aggregate trust amount net of taxes and up to $100,000 for dissolution expenses. According to the prospectus, Sponsor Armada Sponsor III LLC purchased 8,852,917 Class B ordinary shares for $25,000 ($0.00282 per share), with up to 1,136,250 shares subject to forfeiture contingent on over-allotment exercise. The prospectus discloses the sponsor committed to purchasing 425,000 private placement units at $10.00 per unit. According to the underwriting agreement, joint book-running managers Cohen & Company Capital Markets and Northland Securities, Inc. are contractually allocated a $0.60 per unit discount, structured as a $0.20 upfront payment and up to $0.40 deferred commission payable only upon business combination completion and calculated based on post-redemption trust retention. According to the insider letter and underwriting agreement, lock-up provisions prohibit sponsor transfers of founder shares until the earlier of 180 days post-combination or a $11.50 share price threshold, while private placement units face a 30-day post-combination restriction. According to the proposed business section of the prospectus, management intends to target FinTech, SaaS, and AI companies, citing Armada Acquisition Corp. I’s merger with Rezolve AI Limited and Armada Acquisition Corp. II’s sponsor sale to Arrington XRP Capital Fund, LP. The administrative services exhibit provides for $19,000 monthly payments to the sponsor. According to the financial statements included in the filing, a September 30, 2025 cash position of $25,000 and a working capital deficiency of $20,192 are reflected, accompanied by a going concern qualification. Why it matters: These disclosed terms definitively establish the economic framework governing capital deployment, investor exit options, and sponsor alignment for the SPAC lifecycle. The fixed trust architecture, explicit redemption triggers, and extension windows create the binding timeline for either successful business combination execution or capital return. The sponsor’s nominal founder share acquisition, mandatory private placement contributions, and structured lock-ups dictate the dilution trajectory and incentive alignment relative to public capital. The tiered underwriting compensation model explicitly ties managerial revenue to successful deal closure and post-redemption trust retention, fundamentally altering the risk/reward calculus for sponsors and underwriters. Together, these terms serve as the authoritative legal and financial blueprint for tracking future redemption thresholds, extension approvals, deal progress, and sponsor compliance, making this filing the primary reference point for all subsequent investor analysis of the SPAC's operational viability.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.